Arik Hesseldahl

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Hewlett-Packard Chairman Ray Lane Stepping Down

ray_laneHewlett-Packard Chairman Ray Lane is stepping down from the chairmanship of the company. Director Ralph Whitworth will be taking over as Chairman while the company seeks to find a permanent replacement. Lane will remain on the board.

Two other HP directors, John Hammergren and G. Kennedy Thompson, will resign.

Lane is a former president of Oracle and is still a managing partner at the legendary venture capital firm Kleiner Perkins Caufield & Byers. He joined HP’s board in late 2010 not long after Léo Apotheker became CEO, first as non-executive chairman. He then became executive chairman after the Sept. 2011 shakeup in which Apotheker was fired and then-director Meg Whitman was named CEO.

Whitworth is the activist investor who took a board seat in November of 2011 after buying up more than 17 million HP shares. Whitworth will become chairman of the Finance and Investment Committee, replacing Hammergren.

The story was first reported by The Wall Street Journal. HP spokesman Michael Thacker confirmed the report to AllThingsD via email.

Lane, Hammergren and Thompson had all been targeted by unhappy shareholders seeking to unseat them in a proxy vote at HP’s shareholder meeting in San Jose, Calif., last month because of Lane’s involvement with HP’s $11 billion acquisition of the British software firm Autonomy. Lane survived the vote — nearly 59 percent of shareholders voted in favor of his retaining a board seat — but according to The Journal he was uneasy with the margin and chose to leave the chairmanship.

At the shareholder meeting, Hammergren received less than 54 percent of yes votes. Thompson received about 55 percent.

Thompson had been chairman of the board’s audit committee. Director Rajiv Gupta was named its new head. Director Gary M. Reiner will replace Gupta as chairman of the Nominating and Governance Committee.

A source familiar with the company’s plans says the process of recruiting three or four new directors, including an outside, non-executive chairman, is just getting underway and will likely take a few months.

HP just sent a press release on all this:

HP Announces Changes to Board of Directors

Raymond J. Lane steps down as chairman, remains a director Ralph V. Whitworth becomes interim chairman G. Kennedy Thompson and John H. Hammergren to leave board

PALO ALTO, Calif., April 4, 2013 — HP today announced changes to its board of directors. Raymond J. Lane has decided to step down as chairman of the board, to be replaced on an interim basis by Ralph V. Whitworth. The board is commencing a search for a permanent nonexecutive board chairman.

In addition, John H. Hammergren and G. Kennedy Thompson, after eight and seven years of service to HP stockholders, respectively, have decided to leave the board. Both directors will continue to serve until the May board meeting. The board is commencing a search for two or more new independent directors.

“After reflecting on the stockholder vote last month, I’ve decided to step down as executive chairman to reduce any distraction from HP’s ongoing turnaround,” said Lane. “Since I joined HP’s board a little over two years ago, I’ve been committed to board evolution to ensure our turnaround and future success. I’m proud of the board we’ve built and the progress we’ve made to date in restoring the company. I will continue to serve HP as a director and help finish the job.”

“Ray, John and Ken are terrific leaders, and they’re passionate about doing the right thing for HP,” said Whitworth. “From here we will continue to recruit outstanding directors, strengthen our governance and do the best we can—the best we know how—for stockholders. Meg is leading a Herculean turnaround, so most of all, we must build and maintain the best possible leadership structure for Meg and HP’s entire team to succeed.”

“Ray, John and Ken have invested a part of themselves in HP,” said Meg Whitman, HP president and chief executive officer. “Their leadership is reflected in the early success we’ve had turning the company around. I’m grateful that Ray will continue to serve, and I wish John and Ken the very best. I also appreciate Ralph’s willingness to increase his responsibilities during this transition.”

With Lane stepping down as executive chairman, the role of lead independent director, currently held by Rajiv L. Gupta, is no longer necessary and will be eliminated. Gupta will remain on the board and will replace Thompson as chairman of the Audit Committee.

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